City & Land to delist from PSE, merging with parent
City & Land Developers Inc. will exit from the local bourse once it completes its merger with its parent firm, Cityland Development Corp. (CDC), that is meant to help streamline operations.
In a disclosure on Thursday, City & Land said its board of directors had approved the merger via share swap with CDC, which will be the surviving entity.
“The merger of [City & Land] and CDC is aligned with the companies’ business direction as it is intended to streamline operations, eliminate duplication of functions and achieve cost savings and other economic efficiencies through the integration of both companies,” the subsidiary said.
CDC will issue 1.4 billion primary common shares to City & Land stockholders as consideration for the merger. This will be based on the determined swap ratio—each City & Land share is equivalent to 0.88 CDC shares.
The two companies said that they had engaged an independent third-party adviser to determine the fairness of the swap ratio. The latter was finalized after a “detailed study.”
CDC, which owns 49.73 percent of City & Land, will likewise absorb all the latter’s assets, liabilities, rights and privileges.
As the surviving entity, CDC will have to assume all the existing obligations of City & Land to ensure continuity and “full protection for creditors and its stakeholders.”
The companies have yet to disclose the timetable of the merger pending stockholders’ approval and clearance from the Philippine Competition Commission.
Once the merger has been completed, City & Land will cease to exist as a separate legal entity. Its shares will be delisted from the Philippine Stock Exchange, the companies said.
City & Land acquires and develops land for residential, office, commercial, institutional and industrial projects.
Apart from City & Land, CDC’s other subsidiary is Cityplans Inc., in which it holds a 90.81-percent stake.
